Exhibit 99.1
NEXSTAR MEDIA GROUP ANNOUNCES CLOSING OF $1,120 MILLION
OFFERING OF SENIOR NOTES
Irving, TX – July 3, 2019 – Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or the “Company”) announced today that its indirect wholly-owned subsidiary, Nexstar Escrow, Inc. (the “Escrow Issuer”), has closed the previously announced offering of $1,120 million in aggregate principal amount of 5.625% new senior notes due 2027 (the “Notes”), which priced at 100.000% in a private offering.
The Escrow Issuer, which was created solely to issue the Notes, will deposit the gross proceeds of the offering into a segregated escrow account until the date that certain escrow release conditions are satisfied. The Notes will be senior unsecured obligations of the Escrow Issuer. Prior to the release of the proceeds from escrow, the Escrow Issuer will merge with and into Nexstar Broadcasting, Inc. (“Nexstar Broadcasting”), a wholly-owned subsidiary of the Company. Upon the release of the proceeds from escrow, Nexstar Broadcasting will assume the obligations under the Notes and the Notes will be guaranteed by the Company, Mission Broadcasting, Inc. (“Mission”) and certain Nexstar Broadcasting and Mission future restricted subsidiaries on a senior unsecured basis.
On November 30, 2018, Nexstar and Tribune Media Company (“Tribune”) entered into a definitive merger agreement whereby Nexstar will acquire all outstanding shares of Tribune. Nexstar Broadcasting intends to use the net proceeds from the proposed offering, together with borrowings under future secured indebtedness, to fund its proposed acquisition of Tribune, to partially fund the repayment of all of Tribune’s existing indebtedness, to pay other fees and expenses related to Nexstar’s acquisition of Tribune and the related refinancing and for general corporate purposes.
The Notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only tonon-U.S. investors pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
About Nexstar Media Group, Inc.
Nexstar Media Group is a leading diversified media company that leverages localism to bring new services and value to consumers and advertisers through its traditional media, digital and mobile media platforms. Nexstar owns, operates, programs or provides sales and other services to 174 full power television stations and related digital multicast signals reaching 100 markets or nearly 39% of all U.S. television households. Nexstar’s portfolio includes primary affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW. Nexstar’s community portal websites offer additional hyper-local content and verticals for consumers and advertisers, allowing audiences to choose where, when and how they access content while creating new revenue opportunities.
Pro-forma for the completion of all announced transactions, Nexstar will own, operate, program or provide sales and other services to 197 television stations and their related low power and digital multicast signals reaching 115 markets or nearly 63% of all U.S. television households. For more information please visit www.nexstar.tv.
